NT 10-K





Washington, D.C. 20549




   FORM 12b-25   










(Check one):      

☒  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☐  Form 10-Q

☐  Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

  For Period Ended: December 28, 2017
  ☐  Transition Report on Form 10-K
  ☐  Transition Report on Form 20-F
  ☐  Transition Report on Form 11-K
  ☐  Transition Report on Form 10-Q
  ☐  Transition Report on Form N-SAR
  For the Transition Period Ended:                                                  


Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




National CineMedia, Inc.


Full Name of Registrant



Former Name if Applicable

9110 East Nichols Avenue, Suite 200


Address of Principal Executive Office (Street and Number)

Centennial, Colorado 80112-3405


City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


☒      (a)  

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



The Annual Report on Form 10-K of National CineMedia, Inc. (the “Company”) for the year ended December 28, 2017, could not be filed within the prescribed period without unreasonable effort or expense during the course of the preparation of the audited consolidated financial statements for the Company and its subsidiary due to additional work being done principally regarding the Company’s estimation of the provisional amount of the income tax impact related to the Tax Cuts and Jobs Act enacted on December 22, 2017. The Company anticipates that it will file its Annual Report within the fifteen-day filing extension period.

(Attach extra Sheets if Needed)





(1) Name and telephone number of person to contact in regard to this notification


Katherine L. Scherping        (303)       792-3600
(Name)        (Area Code)       (Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).    ☒  Yes    ☐  No




(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☒  Yes    ☐  No


     If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Please see the Company’s press release dated March 12, 2018 furnished as Exhibit 99.1 to the Company’s Form 8-K furnished to the Securities and Exchange Commission on March 12, 2018 for a comparison of the Company’s results of operations for the fiscal year ended December 28, 2017 to the Company’s results of operations for the fiscal year ended December 29, 2016, which reflected a significant change in results of operations. After furnishing the press release, the Company determined that its estimation of the provisional amount of the income tax impact related to the Tax Cuts and Jobs Act enacted on December 22, 2017 may need revision. Accordingly, the Company is not in a position at this point to provide a more specific estimate of anticipated significant changes in results of operations.

The statements included in this Form 12b-25 regarding our expected results of operations, expected filing date of the Form 10-K and other statements that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Factors that could cause actual results to differ materially from expected results include the results and finalization of the Company’s financial statements, audit and reviews and those described under risk factors in our most recent Form 10-K and other filings with the U.S. Securities and Exchange Commission.




National CineMedia, Inc.


(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



  March 14, 2018     By      Katherine L. Scherping

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.



Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).